The Delaware Supreme Court declined to aggregate a series of asset dispositions for the purpose of determining whether such dispositions constituted a transfer of "substantially all" of a company's assets under a bond indenture. Applying New York law, which governed the bond indenture, the court found that the dispositions at issue, which occurred over a seven-year period, were the result of independent decisions, rather than an integrated plan to engage in a series of dispositions. In reaching its decision the court relied solely on a 1982 Second Circuit Federal Court of Appeals decision. The court advised that had the bondholders desired for broader protection against unrelated, but temporally close, asset dispositions, a separate and distinct covenant should have been negotiated for inclusion in the bond indenture.
Bank of New York Mellon Trust Co. v. Liberty Media Corp., No. 284, 2011 (Del. Sup. Ct. Sept. 21, 2011) (en banc).